Welcome to our dedicated page for Oragenics SEC filings (Ticker: OGEN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Oragenics Inc. filings document the regulatory record of a clinical-stage biotechnology company focused on intranasal CNS therapeutics. The company’s 8-K reports include clinical and regulatory disclosures for ONP-002, including materials related to its Phase IIa program for concussion and mild traumatic brain injury, along with Regulation FD presentations and other public updates.
The filing record also covers capital-structure matters such as at-the-market common stock sales arrangements, shareholder meeting and proposal deadlines, executive compensation and equity awards, governance matters, risk factors, operating results and financial-condition disclosures, including going-concern language in the annual report.
Oragenics, Inc. entered a Settlement Agreement with Ladenburg Thalmann, paying $700,000 for a mutual release of all claims related to a disputed fee tied to a prior asset purchase. This resolves arbitration between the parties.
The company also regained compliance with NYSE American continued listing standards, and the “.BC” indicator is expected to be removed at the open on October 21, 2025. Oragenics reports that stockholders’ equity exceeds $6.0 million as of October 18, 2025, satisfying Sections 1003(a)(i), (ii) and (iii).
Management cites recent financing actions: in July 2025, a public offering of Series H Convertible Preferred Stock generated $16.5 million in gross proceeds and is initially convertible into up to 9,570,000 shares of common stock, inclusive of dividends payable on the Series H Preferred Stock. Additional capital included an ATM sale on February 5, 2025 for $2.75 million gross and a September 2024 offering for $4.45 million gross.
Oragenics, Inc. appointed Natasha Giordano to its board of directors, effective September 1, 2025. She brings extensive leadership experience from prior CEO and board roles at multiple pharmaceutical and healthcare-related companies and holds a Bachelor of Science in nursing from Wagner College.
Under Oragenics’ non-employee director compensation program, which provides a $45,000 annual base fee for board service, the board agreed to pay Ms. Giordano $3,750 per month for September through December 2025. The company states there are no special arrangements or related-party transactions tied to her appointment, and she has agreed to stand for re-election at the next annual shareholder meeting.
Oragenics Inc. reporting person Natasha Giordano filed an Initial Statement of Beneficial Ownership (Form 3) related to a 09/01/2025 event. The filing lists Giordano's address in Sarasota, FL and indicates her relationship to the issuer as a Director. The form states no securities are beneficially owned by Giordano as of the filing. The document is signed by an attorney-in-fact on behalf of Giordano on 09/02/2025.
Oragenics, Inc. (OGEN) filed a Registration Statement on Form S-8 covering employee benefit plans and incorporated multiple prior registration statements and amendments by reference. The filing lists related Annual and Quarterly Reports filed through August 11, 2025, includes signatures by officers and directors dated August 25, 2025, and enumerates corporate governance and equity-plan documents and amendments being incorporated by reference, plus legal and auditor consents.
Oragenics, Inc. filed a Current Report on Form 8-K dated August 11, 2025 stating the company issued a press release updating shareholders on developments in the second quarter of 2025 and shortly thereafter. The filing expressly attaches that press release as Exhibit 99.1 and includes the cover page Interactive Data File as Exhibit 104.
The 8-K lists Oragenics' state of incorporation as Florida, its trading symbol OGEN on NYSE American, the principal executive office address and phone number, and is signed by CEO Janet Huffman. The body of the filing notifies investors of the press release but does not include additional financial or operational detail beyond the exhibits referenced.
Oragenics, Inc. reported a consolidated net loss of $4.49 million for the six months ended June 30, 2025, and an accumulated deficit of $221.3 million. Cash and cash equivalents were $1.97 million at June 30, 2025. The company effected a 1-for-30 reverse stock split on June 3, 2025, and its independent auditor included an explanatory paragraph raising substantial doubt about the company’s ability to continue as a going concern.
Operating expense trends show lower spend year-over-year: research and development fell ~49.6% to $791,221 for the six months and general and administrative declined ~7.7% to $2.95 million, resulting in total operating expenses of $3.74 million (down ~21.5%). Financing activity included net proceeds of $2.6 million from ATM sales in February 2025, a $3.0 million promissory note issued March 13, 2025 (subsequently repaid), and a July 2, 2025 public offering of Series H Convertible Preferred Stock and warrants that produced net proceeds of approximately $15.2 million, which the company states extends its cash runway into the first half of 2026. The filing discloses a pending dispute with Ladenburg Thalmann and anti-dilution provisions in the Series H terms.
Oragenics, Inc. (NYSE American: OGEN) has filed a Rule 424(b)(5) prospectus to raise up to $16.5 million in gross proceeds through the sale of 660,000 shares of Series H Non-Voting Convertible Preferred Stock and an equal number of accompanying warrants. Each unit is priced at $25.00 and the placement is on a best-efforts basis with Dawson James Securities earning a 7% fee. There is no minimum required for closing, and investor funds are immediately available to the company.
The Preferred Stock carries a stated value of $25, accrues a 9% cumulative dividend (payable in common shares) and automatically converts on the fifth anniversary. Initial conversion is set at $2.50 per common share—equating to roughly 10 common shares per preferred share—but the Certificate of Designation includes full-ratchet, no-floor anti-dilution protection. Any future equity issued below the then-effective conversion price will force a reset, increasing the number of common shares issuable. Coupled with dividend stock payments, management estimates up to 19.14 million common shares could ultimately be issued. Warrants expire five years from issuance and allow investors to buy additional Series H Preferred at the $25 exercise price.
Net proceeds are expected to be roughly $15 million (assuming full subscription), to be used primarily for: (1) advancing ONP-002 Phase II concussion trials, (2) repayment of a $3 million bridge note due July 14, 2025, and (3) general corporate purposes. Oragenics recently effected a 1-for-30 reverse split and remains out of compliance with NYSE American equity thresholds but has an accepted remediation plan running through October 18, 2025.
Key risks highlighted include: potential delisting, going-concern uncertainty, severe dilution from the anti-dilution clause, illiquidity of the preferred shares and warrants, and uncertain net proceeds because the offering lacks an escrow and minimum raise.